Computer Associates 2015 Annual Report Download - page 83

debt for borrowed money, as defined in the credit agreement, must not be less than 3.50 to 1.00. At March 31, 2015, the
Company was in compliance with all covenants.
In addition, future borrowings under the revolving credit facility require, at the date of a borrowing, that (i) no event of
default shall have occurred and be continuing and (ii) the Company reaffirm the representations and warranties it made in
the credit agreement.
Senior Notes: The Company’s Senior Notes (Notes) are senior unsecured obligations that rank equally in right of payment
with all of the Company’s other existing and future senior unsecured and unsubordinated indebtedness. The Notes are
senior in right of payment to all of the Company’s existing and future senior subordinated or subordinated indebtedness.
The Notes are subordinated to any future secured indebtedness to the extent of the assets securing such future indebtedness
and structurally subordinated to any indebtedness of the Company’s subsidiaries. The Company has the option to redeem
the Notes at any time, at redemption prices equal to the greater of (i) the principal amount of the securities to be
redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal thereof and interest
thereon that would be due on the securities to be redeemed, discounted to the date of redemption on a semi-annual basis
at the treasury rate plus the basis points specified for each series of Notes. The Notes contain customary covenants and
events of default. The maturity of the Notes may be accelerated by the holders upon certain events of default, including
failure to make payments when due and failure to comply with covenants or agreements of the Company set forth in the
Notes or the Indenture after notice and failure to cure.
2.875% Senior Notes due August 2018: During fiscal year 2014, the Company issued $250 million of 2.875% Senior Notes
due August 2018 (2.875% Notes), for proceeds of approximately $249 million, reflecting a discount of approximately
$1 million. The 2.875% Notes are redeemable by the Company at any time, subject to a ‘‘make-whole’’ premium of 25 basis
points. Interest on the 2.875% Notes is payable semiannually in August and February. In the event of a change of control,
each note holder will have the right to require the Company to repurchase all or any part of the holder’s 2.875% Notes in
cash at a price equal to 101% of the principal amount of such 2.875% Notes plus accrued and unpaid interest, if any, to the
date of repurchase. This is subject to the right of holders of record on the relevant interest payment date to receive interest
due. The Company capitalized finance costs of approximately $2 million associated with the 2.875% Notes and will amortize
these costs to ‘‘Interest expense, net’’ in the Company’s Consolidated Statements of Operations.
4.500% Senior Notes due August 2023: During fiscal year 2014, the Company issued $250 million of 4.500% Senior Notes
due August 2023 (4.500% Notes), for proceeds of approximately $249 million, reflecting a discount of approximately
$1 million. The 4.500% Notes are redeemable by the Company at any time, subject to a ‘‘make-whole’’ premium of 30 basis
points. Interest on the 4.500% Notes is payable semiannually in August and February. In the event of a change of control,
each note holder will have the right to require the Company to repurchase all or any part of the holder’s 4.500% Notes in
cash at a price equal to 101% of the principal amount of such 4.500% Notes plus accrued and unpaid interest, if any, to the
date of repurchase. This is subject to the right of holders of record on the relevant interest payment date to receive interest
due. The Company capitalized finance costs of approximately $2 million associated with the 4.500% Notes and will amortize
these costs to ‘‘Interest expense, net’’ in the Company’s Consolidated Statements of Operations.
5.375% Senior Notes due December 2019: During fiscal year 2010, the Company issued $750 million principal amount of
5.375% Senior Notes due December 2019 (5.375% Notes). The 5.375% Notes are redeemable by the Company at any time,
subject to a premium of 30 basis points. Interest on the 5.375% Notes is payable semiannually in June and December. In
the event of a change of control, each note holder will have the right to require the Company to repurchase all or any part
of the holder’s 5.375% Notes in cash at a price equal to 101% of the principal amount of such 5.375% Notes plus accrued
and unpaid interest, if any, to the date of repurchase. This is subject to the right of holders of record on the relevant
interest payment date to receive interest due.
6.125% Senior Notes due December 2014: During the third quarter of fiscal year 2015, the Company repaid its 6.125%
Senior Notes due December 2014 in full for $500 million.
Other Indebtedness: The Company has an unsecured and uncommitted multi-currency line of credit available to meet
short-term working capital needs for the Company’s subsidiaries operating outside the United States and uses guarantees
and letters of credit issued by financial institutions to guarantee performance on certain contracts. At March 31, 2015 and
2014, approximately $27 million and $49 million, respectively, of this line of credit were pledged in support of bank
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